Significant Beneficial Ownership Rules (SBO Rules) dated 8th February, 2019

Every significant beneficial owner shall file a declaration in Form No. BEN-I to the company in which he holds the significant beneficial ownership within thirty days in case of any change in his significant beneficial ownership.

significant beneficial owner‘ in relation to a reporting company means an individual referred to in sub-section (1) of section 90, who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely:-

Repoting Company

If any of the above is holding 10% or more in the Indian Company, then SBO Rules shall apply to such company.

Disclosure under Section 90 in regard to significant Beneficial Ownership:

Disclosure under Section 90

About the Author

CS Divya GoelAuthor Divya Goel, ACS is working as Assistant Manager- Company Secretary with Neeraj Bhagat & Co. Chartered Accountants, a Chartered Accountancy firm helping foreign companies in setting up business in India and complying with various tax laws applicable to foreign companies while establishing their business in India. Author can be reached at info@neerajbhagat.com.

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Company: Neeraj Bhagat & Co.
Location: New Delhi, New Delhi, IN
Member Since: 28 Feb 2019 | Total Posts: 32
Neeraj Bhagat & Co. is helping foreign companies in opening up of Liaison/ Branch Office in India and complying with various tax laws applicable to foreign companies while establishing a business in India. Neeraj Bhagat is the founder of Neeraj Bhagat & Co. Chartered Accountants, a Chartered View Full Profile

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93 Comments

  1. Gautam says:

    Mr A is Karta of HUF which holds 5.63% of shares in XYZ Pvt Ltd. Mr A also holds 24% direct shares in XYZ Ltd. Mr A hence already filed the Ben1 and XYZ filed the BEN2 with Mr A as SBO. Now two scenarios 1) Mr A transfers his entire shareholding to another shareholder so what filing needs to be done 2) Along with first scenario HUF sells the entire shareholding to an individual, Mr A files revised Ben1 to company XYZ denoting change in holding to 0%. What does company XYZ need to file? ROC website not accepting return with revised holding as NIL.

    1. Neeraj Bhagat & Co. says:

      In the Instant case, Only the process of Share transfer needs to be followed as per Section 54 of the Companies Act, 2013 no filling in regard to BEN 2 is required in this scenario.

  2. yashwanth says:

    A ltd is a company whose share are held by B ltd(foriegn company) and B ltd is held by C ltd (foreign company)and C ltd is a public limited foreign company ,
    so, how to file BEN-2 and from whom the BEN-1 should be optained

  3. Krishna Moorthy V says:

    Mr.A is holding 85% in the reporting company XYZ Ltd. B PVT Ltd is holding 0.1% and C PVT Ltd is holding 0.2% in the reporting company XYZ Limited. Mr.A is a shareholder of both B PVT Ltd and C PVT Ltd and holding 98% each in the shares of said companies. In this case whether he has to report BEN-1?

    1. In the Instant case, the reporting company (XYZ Ltd) does not have to file BEN 2 as in the reporting Company B PVT Ltd is holding 0.1% and C PVT Ltd is holding 0.2% hence, it is below the prescribed limit of 10%, Hence, Form BEN 2 is not required to be filed.

  4. Sajan Shakya says:

    Which date is to be entered in Part 3(E)(j) of Form BEN-2 “Date of acquiring of Significant Beneficial Interest”.
    We will be awaited for your kind attention and reply.

    1. Date of acquiring of Significant Beneficial Interest is the date when SBO has purchased the shares through the Body Corporate, if he is interested since incorporation of Indian Company then the date of incorporation is to be entered or if he purchased the shares later on then the date of allotment will be the date of acquisition of significant beneficial interest.

  5. LD REDDY says:

    An Indian company holding 97% in foreign company and 2 individuals holding 40% each in Indian company and 1.5% each in the above foreign company.

    Whether BEN-2 is applicable??

    If yes, who shall file BEN-2 and to which company BEN-1 shall be given by the individual shareholders?

    Thank you so much in advance for helping everyone individually..

    1. Neeraj Bhagat & Co. says:

      BEN 2 is required to be filed if the Indian Company has Body Corporate shareholder holding 10% or more in such Indian Company. As per the above case no BEN 2 is required to be filed.

  6. Jitesh says:

    Co. X is a 100% subsidiary of Co. Y(Foreign Co.).

    In Co. Y there are 3 Individual’s holding more than 10% and One Individual holding more than 50%.

    Should BEN -1 be obtained from all 4 individual’s or only from last individual holding more than 50%?

    Thanks in Advance.

    CA.Jitesh.

  7. Ankita Mehrotra says:

    VZ Pvt Ltd holds 65% shares in BT Ltd Company and rest of the shares are held by public shareholders.
    Further, a Trust holds 98% of VZ Pvt Ltd company and balance shares are held by individual.
    Are provisions of SBO Rules applicable in the instant case? Also, which company would be required to file Form BEN-1 and BEN-2 in the given case?

  8. NEELAM says:

    ABC PVT LTD COMPANY HAVING OUTSIDE HOLDING OF 72.62% ,INCLUDING MAJORITY SHAREHOLDING FROM OTHER FOREIGN ENTITY,INCLUDES 97.32% FROM FOREIGN ENTITY,AGAIN ITS HOLDING FROM FOREIGN ENTITY UPTO 99.60%,INDIRECTLY ITS HOLD 35.89%,WHAT SHOULD I DO ?,BEN1 AND BEN2 IS APPLICABLE OR NOT?

    1. NEELAM says:

      My Company is ABC Private Limited Company India Based ,Having 72.62 % holding from Foreign Company ( Switzerland based ),Again Switzerland based Comp. having 51% holding from other foreign entity(Belgium Based),again Belgium Based foreign Entity having 97.32 % from Severco (A Foreign Entity),Again Severco having 99.60% from Individual,I want to Know the status of Significant Beneficial Owner and Ben-2 Applicabilty

      1. Neeraj Bhagat & Co. says:

        In the instant case, the form BEN 2 is applicable and form BEN 1 is required to be taken from such Individual holding 99.60% in Severco.

  9. JAYESH says:

    Madam,

    My Company is foreign subsidiary company in this case BEN-1 is required to be obtained and Filed BEN-2 with ROC… and which option is to be selected in BEN-2 forms??/

    1. Neeraj Bhagat & Co. says:

      In the instant case, Form BEN 2 is required to be filed by selecting the purpose no. 2 i.e. For declaration of Significant Beneficial Ownership under Section 90.

  10. milee jain says:

    One company ABC ltd has a share holder PQR Ltd which hold 51% .

    In PQR Ltd none one is holding more than 5 % individually and no share holders are acting in concert.

    Is Ben2 required to be filed?

  11. Prince says:

    In a company ABC PVT ltd there is HUF & Firm holding 5% & 1% shares respectively. MR. A who is karta of that HUF and also have 25% PSR in that Firm. MR. A who also holds 50% shares in the company (ABC pvt ltd). Is company requires to file BEN 2? and who is SBO?

  12. Anurag Jain says:

    A Private Limited Company having 3 Directors and holding 4.42%, 7.90% and 3.89% respectively, other then directors there are 6 body corporate who holds stake in the company and Trust are the shareholders of that Body corporate. trust and trustee are the directors of the Private Limited company. now how to take the BEN-1 and file the BEN-2.

    1. Neeraj Bhagat & Co. says:

      In the instant case, Ben 1 is required to be taken from the trustees of the trust and majority shareholders(more than 50% shareholding) of private limited companies having more than 10% stake in reporting company.

  13. Sumedha says:

    A pvt ltd. ( a reporting company ) has a partnership firm as its member holding 20% of share capital. Now, partnership firm has 3 partners ( X1, X2 & X3) . Each partner also has direct holding in reporting co. i.e A pvt. Ltd.
    X1 ( 1.80%), X2(0.04%) & X3(20.04%). Will all partners become SBO by virtue of their indirect and direct holding in reporting co.? Should we take 20 % ( the entire holding of partnership firm ) as the indirect holding of each partner?

  14. Ankita Mehrotra says:

    M Pvt Ltd is the reporting company, wherein 16% shares are held by S Pvt Ltd, 18% by Mr. Ram (Individual), 18% by Mr. Shyam (Individual), 16% by V Pvt Ltd and 16% by P Ltd.

    Further, in S Pvt Ltd, 39.65% shares are held by V Pvt Ltd and 51.19% are held by Trust.

    Will SBO Rules be applicable on M Pvt Ltd in relation with Trust? Further will Form Ben-2 be required to file?

    1. Neeraj Bhagat & Co. says:

      In the instant case, yes the SBO Rules shall apply to M Pvt. Ltd (Reporting Company), BEN 1 is required to be taken from majority Individual shareholders of V Pvt. Ltd., P Ltd. & from the Trustees of Trust as well and accordingly BEN 2 shall be filed.

  15. Surendra Tangar says:

    BBB Limited is Holding 11 % of Paid – Up Capital of AAA Limited (Reporting Company).

    VVV Limited is holding 65 % of Paid – Up Capital of BBB Limited, rest Paid Up Capital of BBB Limited is held by Individual & Others.

    98% Paid – up Capital of VVV Limited is held by UUU Limited, rest 2% is held by Individual.

    22% Paid Up Capital of UUU Limited is held by RAM (Individual), 30 % Held By BBB Limited, 27 % Held By PPP Limited and 19 % is held by VVV Limited.

    45 % Paid Up Capital of PPP Limited is held by VVV Limited.

    In this case which Company is required to provide BEN – 1 and which Compnay is required to file BEN – 2.

    Please do the needful and Oblige

    1. Neeraj Bhagat & Co. says:

      In respect of AAA Limited (Reporting Company) it has to obtain BEN 1 from the majority Individual shareholders holding shares in PPP Limited and if there were no majority shareholders then AAA ltd has to take BEN 1 from such shareholders who are acting together and holding major shareholding in PPP Limited.

      1. Surendra Tangar says:

        PPP Ltd. is a public listed company having around 80,000 shareholders other than VVV Ltd. and there is no such shareholders who are acting together and holding major shareholding in PPP Limited.

        In this case BEN-1 is provided by PPP Ltd.?

  16. Surendra Tangar says:

    BBB Limited is Holding 11 % of Paid – Up Capital of AAA Limited (Reporting Company).

    VVV Limited is holding 65 % of Paid – Up Capital of ABC Limited, rest Paid Up Capital of BBB Limited is held by Individual & Others.

    98% Paid – up Capital of VVV Limited is held by UUU Limited, rest 2% is held by Individual.

    22% Paid Up Capital of UUU Limited is held by RAM (Individual), 30 % Held By BBB Limited, 27 % Held By PPP Limited and 19 % is held by VVV Limited.

    45 % Paid Up Capital of PPP Limited is held by VVV Limited.

    In this case which Company is required to provide BEN – 1 and which Compnay is required to file BEN – 2.

    Please do the needful and Oblige.

  17. Piyu says:

    Dear ,
    Please tell me which date to be mentioned in these:
    1)Date of entry of name in register u/s 88
    2)Date of acquiring Significant Beneficial Interest
    3) Date of declarations under sub-section (1) of Section 90
    4)Date of receipt of the declaration by the company

    please reply urgently.

    1. Neeraj Bhagat & Co. says:

      1)Date of entry of name in register u/s 88 – the date when the Registered owner becomes member of the Reporting Company and has entered into Register of Members of the Reporting Company
      2)Date of acquiring Significant Beneficial Interest- When the SBO (Individual) becomes the member of the member Company, when he acquires the majority stake/control over the member company.
      3) Date of declarations under sub-section (1) of Section 90- The date should be prior to 8th May, 2019 on form BEN 1 and such date shall be entered under declaration under sub-section (1) of Section 90.
      4)Date of receipt of the declaration by the company- The date written on form BEN 1 itself.

      1. Piyu says:

        3) Date of declarations under sub-section (1) of Section 90: in this can i put 07.05.2019?
        4)Date of receipt of the declaration by the company: in this also can i put 07.05.2019?

  18. Anil says:

    A pvt. Ltd. ( Reporting Co.) has 3 members:

    X1 (10% shareholding )
    X2 (10% shareholding) &
    B pvt. Ltd. having 80% shareholding .

    Now B pvt ltd.has 4 individual members :

    X1 ( 30% shareholding)
    X2 ( 30% sharehoding)
    X3 ( 20% shareholding)
    X4 ( 20% shareholding)

    None of the individual member has majority stake in the body corporate B pvt. ltd. but all are family members related to each other. Are they deemed to be acting together?
    X1 and X2 are brothers having both having direct and indirect holding in A pvt. ltd. Do they all qualify as Significant beneficial owners through their indirect holding in A pvt. ltd. through its member i.e. B pvt. Ltd. ?

      1. Anil says:

        Thanks ..in case of acting together, can one SBO sign BEN-1 on behalf of other three SBO’s giving their personal details in annexure OR separate BEN-1 is required by each SBO?
        Also, what is to be mentioned in the point of MAJORITY STAKE in BEN-1? All are holding majority stake together .

        1. Neeraj Bhagat & Co. says:

          BEN 1 is required from each individual who is acting together with others. If there is no Majority stake, you can leave the column blank and can show the % of Holding in clause 3A(e) in form BEN 1.

  19. Anil says:

    A pvt. Ltd. ( Reporting Co.) has 3 members:

    X1 (10% shareholding )
    X2 (10% shareholding) &
    B pvt. Ltd. having 80% shareholding .

    Now B pvt ltd.has 4 individual members :

    X1 ( 30% shareholding)
    X2 ( 30% sharehoding)
    X3 ( 20% shareholding)
    X4 ( 20% shareholding)

    None of the individual member has majority stake in the body corporate B pvt. ltd. but all are family members related to each other. Are they deemed to be acting together?
    X1 and X2 are brothershave both having direct and indirect holding in A pvt. ltd. Do they all qualify as Significant beneficial owners through their indirect holding in A pvt. ltd. through its member i.e. B pvt. Ltd. ?

  20. ANIL says:

    A pvt. Ltd. ( Reporting Co.) has 3 members:

    X1 (10% shareholding )
    X2 (10% shareholding) &
    B pvt. Ltd. having 80% shareholding .

    Now B pvt ltd.has 4 individual members :

    X1 ( 30% shareholding)
    X2 ( 30% sharehoding)
    X3 ( 20% shareholding)
    X4 ( 20% shareholding)

    None of the individual member has majority stake in the body corporate B pvt. ltd. but all are family members related to each other. Are they deemed to be acting together?
    X1 and X2 are brothers having both direct and indirect holding in A pvt. ltd. Do they all qualify as Significant beneficial owners through their indirect holding in A pvt. ltd. through its member i.e. B pvt. Ltd. ?

  21. Krishna Moorthy V says:

    Hi,
    A PVT Ltd company is a 100% subsidiary of Foreign company and having no individual shareholder. Whether BEN-2 needs to be filed.

    1. Neeraj Bhagat & Co. says:

      In your case, You need to check the shareholding pattern of the Ultimate Holding Company (Foreign Company) and accordingly form BEN 2 required.

    1. Neeraj Bhagat & Co. says:

      Percentage of only equity shares has to be taken but if the Preference shares are convertible into equity then in that case consolidated percentage shall be taken into account.

  22. Ashok says:

    If a foreign company holds 51.22% and foreign individual is holding 24.39% in an Indian company with local resident holding the balance of 24.39%, does the SBO apply here and if yes who has to do it.

    1. Neeraj Bhagat & Co. says:

      In the Instant case, the SBO rules shall apply and you have to check the shareholding pattern of foreign company holding 51.22% in an Indian Company and Form BEN 1 shall be taken accordingly.

  23. divya says:

    Company “ABC Pvt. Ltd” is being held 100 % by foreign company “PQR Inc.”.
    Foreign company “PQR Inc.” is being held 100 % by another foreign company “XYZ Inc.”
    “XYZ Inc.” further being held by 100% by another foreign company “APC Inc.” which is a publicly held company and no single individual has majority stake in “APC Inc.”
    Pls advice, who shall be SBO in this case. and in case SBO is non identifiable, still Ben-2 is to be filed?

    1. In the instant case, the ultimate holding Company i.e. APC Inc. has no individual shareholder who has majority stake in the reporting Company ABC Pvt. Ltd. Hence, Form BEN 2 is not required as there is no natural person who is the ultimate beneficiary of the shares of reporting Company.

  24. RITIKA PANPALIYA says:

    IN SPL LTD , F LTD HOLDS 23.61% , B LTD HOLDS 23.61%
    IN P LTD , SPL LTD HOLDS 11.17% AND B LTD HOLDS 11.12%
    IN F LTD , B LTD HOLDS 30.41%
    IN B LTD , G(HUF) HOLDS 20.61%.
    Kindly Advice.

    1. Neeraj Bhagat & Co. says:

      In the instant case, For SPL Ltd (reporting Company) shall obtain the form BEN 1 from the majority Individual shareholder of F Ltd., B Ltd. (the natural person who is holding more than 50% shareholder of F Ltd. and B Ltd. respectively) and form BEN 2 shall be filled accordingly.

      For B Ltd. (reporting Company), then B Ltd shall obtain the form BEN 1 from the Karta of G(HUF) and form BEN 2 shall be filled.

      For P Ltd (reporting Company), then P Ltd shall obtain form BEN 1 from the Individual shareholders holding more than 50% shares in SPL Ltd. and B Ltd. and F Ltd. respectively.

      For F Ltd (reporting Company), then F Ltd shall obtain form BEN 1 from the Individual shareholders holding more than 50% shares in B Ltd.

      1. RITIKA PANPALIYA says:

        IN P LTD , B PVT LTD HOLDS 11.17% AND S PVT LTD HOLDS 11.17%.
        IN B PVT LTD, G(HUF) HOLDS 30.44%.(WITH PERSON ACTING TOGETHER)
        IN S PVT LTD , B PVT LTD HOLDS 23.61% AND F LTD HOLDS 23.61% .
        IN F LTD, B PVT LTD HOLDS 30.41%.
        FORM BEN-2 NEED TO FILE ?? AS NO ONE IS HOLDING MORE THAN 50% BUT THEY ALL ARE CONNECTED.

  25. RITIKA PANPALIYA says:

    IN SPL LTD , F LTD HOLDS 23.61% , B LTD HOLDS 23.61%
    IN P LTD , SPL LTD HOLDS 11.17% AND B LTD HOLDS 11.12%
    IN F LTD , B LTD HOLDS 30.41%
    IN B LTD , G(HUF) HOLDS 20.61%.
    Kindly Advice.

    1. In Instant Case, Form BEN 2 is required as the check for shareholding is 10%.
      For P Ltd (Reporting Company), the form BEN 1 is required from the majority shareholders of B Pvt Ltd, S Pvt Ltd, F Pvt Ltd and form Karta of G (HUF).
      For B Pvt Ltd (Reporting Company), the form BEN 1 is required from the Karta of G (HUF).
      For S Pvt Ltd (Reporting Company), the form BEN 1 is required from the majority shareholders of B Pvt Ltd and F Pvt Ltd.
      For F Pvt Ltd (Reporting Company), the form BEN 1 is required from the majority shareholders of B Pvt Ltd.

  26. Jasmeet Kaur says:

    X Ltd has issued fully convertible debentures to Y Ltd and Z Ltd (1,50,000 each). Y and Z have individual shareholders having majority shareholding in them as per section 90 and the applicable rules. In such case what would be the nature of indirect holding or exercise of right in the reporting company when BEN 1 is being given by Y and Z to X Ltd – By Virtue of shares / voting rights in shares / rights on distributable dividend or any other distribution / exercise of control / exercise of significant influence ?

    1. Neeraj Bhagat & Co. says:

      In the instant case, the nature of indirect holding or exercise of right in the reporting company when BEN 1 is being given by Y and Z to X Ltd shall be by exercise of control as such debentures are to be converted into the equity shares of the X Ltd.

    1. Neeraj Bhagat & Co. says:

      When there are only individual shareholders in the Company, No need to file Form BEN 2. Similarly, in your case form BEN 2 is not required to be filled with the concerned ROC.

  27. Nikita says:

    n the following situation please help in identifying SBO-
    ABC Private limited has 5 shareholders A holding 2.03% shares B also 2.03% C (Foreigner individual) holding 26.27% D (Foreigner individual) holding 26.33% and PTE ltd(Foreign company) holding 43.34% shares in ;PTE ltd there are 3 shareholders A holding 34 % C 33% and D 33% ..
    Kindly advice on the applicability of ben2 on the reporting company ABC Pvt.

    1. Neeraj Bhagat & Co. says:

      In the instant case, ABC Private Limited has to obtain form BEN 1 from Mr. A , Mr. C and from Mr. D respectively as they are the shareholders of ABC private Limited as well as of PTE Ltd. and ABC Pvt Ltd has to file the form BEN 2 accordingly.

  28. Nidhi Parekh says:

    Dear Madam,

    In A pvt ltd the shareholders are individuals, Company, HUF and Partnership firm – Company B holds 29%, HUF hold 10% and Firm holds 2% in A Pvt Ltd. Is A pvt ltd required to file Form BEN-2.

    1. Neeraj Bhagat & Co. says:

      In the instant case, A Pvt. Ltd is liable to file form BEN 2 to the concerned ROC and A Pvt Ltd has to obtain form BEN 1 from the majority shareholders of Company B and from the Karta of HUF.

  29. GULSHAN MANGLANI says:

    ABC PVT LTD
    HAVE 2 SHARE HOLDERS (BOTH ARE NATURAL PERSON)

    i.e
    THERE IS NO LAYERS OF INVESTMENT IN RELATION TO INVESTMENT IN ABC P LTD

    MR A HOLDS 50% OF TOTAL SHARE
    MR B HOLDS 50% OF TOTAL SHARE

    MR A & MR B ARE BROTHER

    1) MR A & MR B REQUIRE TO SUBMIT BEN 1 WITH ABC P LTD

    2) MR A & MR B ARE NATURAL PERSON, COMPANY NEEDS TO FILE BEN-2 FORM WITH ROC

      1. Neeraj Bhagat & Co. says:

        Yes, its absolutely correct, the Individual shareholders are not required to give BEN 1 and accordingly the Company who is having only individual shareholders is out of the Purview of the SBO Rules, 2019.

  30. ujjwal says:

    can anyone help me in getting PDF of Form BEN-1 in which the SBO has to give declaration. Or i can use a word document for that?

    Thanks in advance.

    1. Neeraj Bhagat & Co. says:

      Ujjawal you can use either pdf format or even a word format whichever available with you but do keep in mind that the format of form BEN 1 shall be as same as prescribed under law.

  31. Divya says:

    In the following situation, please help in identifying SBO-
    “A Pvt. Ltd. having 2 shareholders- Mr. B (25%), C Pte Ltd. (Foreign company holding 65%). Now there are 2 individual shareholders in company C Pte Ltd.- Mr. D & Mr. E, both holding 50 % each in Company C Pte Ltd.

    Whether this form Ben 2 applicable on reporting company A Pvt. Ltd.?

    1. Neeraj Bhagat & Co. says:

      Mr. D and Mr. E, the shareholders of C Pte Ltd. (Foreign Company) shall have to give form BEN 1 to A Pvt. Ltd. as there are both the shareholders holding equal proportion of the shares in C Pte Ltd. so in such a situation they both are the majority shareholders (even holding shares in equal proportion) so they both have to give form BEN 1 to A Pvt. Ltd.

  32. garima says:

    A pvt ltd has 6 Shareholders in total. (2 being DIRECTORS themselves having 19% & 32% shareholding, 2 are WIVES of Directors holding 7% & 5% Shares & B pvt ltd & C pvt ltd holding 18% & 19% shares of A pvt ltd respectively) .

    What will be the number of Members through whom indirect holding or right in
    reporting company is being exercised?

    Kindly Advice as to BEN1 also.

    1. Neeraj Bhagat & Co. says:

      Form BEN 1 shall be obtained by the individual shareholders holding majority shares of B Pvt. ltd and C Pvt. Ltd respectively.
      Further, there is no maximum no. of members criteria for the Indirect holding/right, it could be 2 or it could be 10 as well so no specific number has been prescribed by the law in such regards.

    2. garima says:

      In my Case, If both Private Companies B pvt ltd & C pvt ltd having 18% & 19% shareholding have further shareholding as follows:
      1) In B Ltd, 49.98% shares are held by a D pvt ltd & 49.98% by E pvt ltd & Others are small shareholders.
      2) In C ltd, 45.43% shares are held by a F pvt ltd & 45.43% Shares by G pvt Ltd. which is majority & others are small shareholders.

      Will this be considered majority?
      BEN 1 Will be required?

      1. Neeraj Bhagat & Co. says:

        In the instant case, the information of majority shareholders of D Pvt Ltd, E Pvt Ltd, F Pvt. Ltd. and G Pvt. Ltd. has to be reported in form BEN 2.

  33. Dhaval Patel says:

    Dear Mam,

    While Considering the Majority Stake, it is required to Considered Individual Holding Only or, Individual + PACs with Individual also need to be considered??

    1. Neeraj Bhagat & Co. says:

      While considering the Majority Stake, Individual + Persons acting in concert shall be taken into account. The persons acting in concert means the persons having the common intention behind such acts

    1. divya says:

      A pvt. ltd’s shareholders are B Pte. Ltd. (foreign body corporate) holding 99.99% and one indivual holding 0.01%. Now B Pte Ltd.’s shareholder is C Pte ltd. (foreign body corporate) holding 100 % of B Pte Ltd. There are 3 individual shareholders of C pte ltd. holding 65%, 25% and 10 % respectively. In this case, 3 individual shreholders will give BEN-1 to A pvt. Ltd.?

      1. Neeraj Bhagat & Co. says:

        The persons holding 65% of shares (majority stake) in C PTE LTD shall have to give BEN 1 to Reporting Company A Pvt. Ltd

        1. divya says:

          Thanks for your response. But law says whosoever is holding 10% or more, so why only the shareholder holding 65% shall give the declaration. Can you pls clarify.

          1. Neeraj Bhagat & Co. says:

            As per Explanation III of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, where the member of the reporting company is a body corporate (whether incorporated or registered in India or abroad), other than a limited liability partnership, and the individual,–– holds majority stake in that member shall require to given BEN 1 to the Reporting Company.

            So that’s how it is concluded that the person who is holding majority shares (65% shares) in reporting company is liable to give BEN 1.

    1. Neeraj Bhagat & Co. says:

      While considering the Majority Stake, Individual + Persons acting in concert shall be taken into account. The persons acting in concert means the persons having the common intention behind such acts

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